Corinthian Colleges, Inc. (the "Company," "Corinthian," "we," "us" or other
similar terms) has entered into a Waiver and Amendment No. 2 to Credit Agreement
(the "Second Amendment"), dated as of June 25, 2014, by and among the Company,
Everest Colleges Canada, Inc., the Guarantors party thereto, the Lenders party
thereto and Bank of America, N.A., as Domestic Administrative Agent and Canadian
Agent.

Pursuant to the terms of the Second Amendment, the Lenders have agreed to permit
the Company to draw down the remaining $9 million of availability under the
Credit Agreement, which the Lenders had previously refused to fund because of
the previously-reported June 12, 2014 letter from the Department of Education
("ED") that imposed a 21-day delay in the Company's processing of Title IV
funds. Under the Second Amendment, the Company has agreed to, among other
matters, (i) amend and restate the definition of "Applicable Rate" such that the
Applicable Rate for any Eurodollar Rate Committed Loan or Letter of Credit Fee
(as such terms are defined in the Credit Agreement) increases to 15.75\%, and the
Applicable Rate for any Base Rate Loan (as defined in the Credit Agreement)
increases to 14.75\%; (ii) amend and restate the interest and Letter of Credit
Fee payment provisions in the Credit Agreement to increase the frequency of the
payments from quarterly to monthly, with a portion of each such payment equal to
7.00\% per annum payable in kind and capitalized and the remainder payable in
cash; (iii) modify the timing of the required reductions in the maximum
outstanding Credit Extensions under the Credit Agreement so that there is no
required reduction until September 30, 2014, at which time the Company must
repay loans or other obligations under the Credit Agreement to the extent the
aggregate amount of such obligations exceeds $100 million (excluding capitalized
interest and letter of credit fees and the amendment fee with respect to the
Second Amendment); (iv) amend the definition of "Letter of Credit Sublimit" to
immediately reduce the sublimit for Domestic Letters of Credit (as defined in
the Credit Agreement) from $50 million to $30 million; (v) amend the definition
of "Maturity Date" to mean December 31, 2014 instead of July 1, 2015;
(vi) provide that no further extensions of credit will be available under the
Credit Agreement after entry into the Second Amendment, except for Letters of
Credit and Acceptances (as defined in the Credit Agreement) issued, extended or
renewed concurrently with a voluntary prepayment of Committed Loans or
termination of existing Letter of Credit or Acceptance and in an amount not in
excess of the prepayment or terminated Letter of Credit or Acceptance;
(vii) amend the definition of "Domestic Collateral" to increase the percentage
of the stock of the Company's non-U.S. subsidiaries that is pledged as security
under the Credit Agreement from 65\% to 100\%; (viii) on or prior to July 1, 2014,
and at all times thereafter, engage William J. Nolan (or another representative
of FTI Consulting, Inc.) as chief restructuring officer of the Company, on
terms, conditions and scope of authority acceptable to the Administrative Agent
and the Required Lenders (as such terms are defined in the Credit Agreement);
(ix) amend the restriction on dispositions by the Company such that the Company
would need the consent of the Required Lenders in order make any Disposition (as
defined in the Credit Agreement) or enter into any agreement to make any
Disposition other than Dispositions in the ordinary course of business of assets
with a fair market value of less than $50,000; (x) amend the financial covenants
in Section 7.11 of the Credit Agreement such that they do not apply to the
period after the entry into the Second Amendment; (xi) amend Events of Default
such that the threshold for a cross default in respect of any Indebtedness or
Guarantee under

ASFG Agreements or any other Student Note Program (as defined in the Credit
Agreement) is increased from $10,000,000 to $30,000,000; and (xii) add a new
Event of Default (as defined in the Credit Agreement) if (A) ED fails to fund
the Immediate $16 million (as defined in the Memorandum of Understanding (the
"MOU") entered into between the Company and ED) in full on or prior to June 25,
2014 or the MOU is terminated or modified without the consent of the Required
Lenders, (B) the Company fails to enter into an Operating Agreement (as defined
in the MOU) with ED in consultation with the Lenders and containing sales
milestones satisfactory to the Required Lenders, or (C) if the Company fails to
comply with the Operating Agreement in any material respect, or if the Operating
Agreement is terminated or modified without the consent of the Required Lenders.

In connection with the Second Amendment, the Company paid (in kind) an amendment
fee equal to 2.07\% of each Lender's Commitment (as defined in the Credit
Agreement).

The foregoing summary of the Second Amendment is a summary only and is qualified
in its entirety by reference to the Second Amendment, which is attached hereto
as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

Item 2.05 Costs Associated with Exit or Disposal Activities.

(a) As previously reported by the Company in a Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission on June 23,
2014, the Company and ED mutually agreed upon an MOU providing for the immediate
release of certain Title IV funds and establishing the framework for a
transition plan that is intended to result in the sale of certain of the
Company's schools and the teach-out of certain other schools, together with a
monitor to review certain aspects of the Company's ongoing operations.

On June 25, 2014, the Company's board of directors approved a plan (the "Heald
Plan") to sell all of its Heald campuses (the "Heald Schools"). The Company has
not yet secured a buyer for all or any subset of the Heald Schools, but has
allocated internal resources to identify potential buyers and evaluate proposals
for these campuses. The Company intends to execute definitive sales agreements
with one or more third parties for the sale of the Heald Schools within
approximately six months.

Until the sale is completed, the Heald Schools will be accounted for as
discontinued operations. Net assets held for sale are required to be recorded on
the balance sheet at estimated fair value, less estimated costs to sell.
Accordingly, the Company anticipates recognizing a non-cash charge during the
quarter ending June 30, 2014 related primarily to impairment of long-lived
assets and recording the estimated fair value of the schools included in
discontinued operations, but such charge cannot be reasonably estimated at this
time, beyond the Company's expectation that the charge will be material.

(b)-(d) The Company is unable in good faith to determine the type of costs
(other than impairment charges) it will incur in connection with the Heald Plan
or to estimate the total amount or range of amounts expected to be incurred in
connection with the Heald Plan and for each major type of cost associated with
the Heald Plan, including any portion that will result in future cash
expenditures. The Company will file an amended report on Form 8-K under this
Item 2.05 within four business days after it makes a determination of such costs
and an estimate or range of estimates for such costs, including any portion that
will result in future cash expenditures.

(a) Item 2.05 of this Form 8-K, including the description of the
anticipated impairment charge in connection with the Heald Plan, is incorporated
by reference in this Item 2.06.

(b)-(c) The Company is unable in good faith to determine the amount or range
of amounts of the impairment charge expected to be incurred in connection with
the Heald Plan, including any portion that will result in future cash
expenditures. The Company will file an amended report on Form 8-K under this
Item 2.06 within four business days after it makes a determination of an
estimate or range of estimates for such impairment charge, including any portion
that will result in future cash expenditures.

June 25, 2014, by and among the Company, Everest Colleges Canada, Inc., the
Guarantors party thereto, the Lenders party thereto and Bank of America, N.A.,
as Domestic Administrative Agent and Canadian Agent.

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